(b) use the Product on behalf of, share or permit to be shared, the Product with any third party;

(c) use or permit to be used the Product for anything other than the Purpose;

(d) attempt or provide a means to execute any bulk download operations, cache or otherwise store any content other than for what would reasonably be regarded as normal use including for data backup;

(e) knowingly use the Product in connection with or to promote any products, services or materials that constitute, promote or are used primarily for the purpose of dealing in spyware, adware, spam, pornography or other offensive purposes;

(f) knowingly use the Product in any manner or for any purpose that violates any applicable law or regulation, or any right of any person including, but not limited to, Intellectual Property Rights, or privacy rights.

4.2 The Licensee’s usage of the Product shall be limited to a maximum of [volume/quantity/use] per [time period]. [or delete this clause if no usage limits should apply]

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6. Fees

6.1 Licensee shall pay to the Licensor the Fees as set out in Schedule 2, which shall be exclusive of any duties, bank fees, sales tax, or excise or similar taxes due, unless expressly stated therein. The Licensor shall invoice the Licensee [when e.g. “in advance at the beginning of each month”] for the Fees.

6.2 Payment shall be made by the Licensee and received by the Licensor in full within [number] days of receipt of an invoice by the Licensee in respect of the Fees.

6.3 The Licensor reserves the right to suspend or limit the availability of the Product if the Licensee fails to comply with clause 6.2 above.

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8. Termination

8.1 Notwithstanding any other provisions contained herein, this Agreement may be terminated immediately:

(a) by the Licensor if the Licensee commits any breach of the terms or conditions of this Agreement and fails to remedy such breach to the Licensor’s reasonable satisfaction within [number] days after receiving written notice from the Licensor requiring the Licensee to do so;

(b) by the Licensor or if the Licensee shall present a petition or have a petition presented by a creditor for the Licensee’s winding up or the Licensee enters into compulsory or voluntary liquidation (other than for the purpose of a bona fide reconstruction or amalgamation), or the Licensee shall have a receiver of all or any of the Licensee’s undertakings or assets appointed, or the Licensee shall be deemed by virtue of the applicable law to be unable to pay the Licensee’s debts, or the Licensee shall cease to carry on business;

(c) by the Licensee if the Licensor commits any breach of the terms or conditions of this Agreement and fails to remedy such breach to the Licensee’s reasonable satisfaction within [number] days after receiving written notice from the Licensee requiring the Licensor to do so.

8.2 Termination or natural expiration of this Agreement shall be without prejudice to any accrued rights of either Party or amounts payable in respect of the Fees, and shall not affect obligations which are expressed not to be affected by termination or expiry hereof.

8.3 Termination of this Agreement by the Licensor under Clause 8.1 above shall be without prejudice to any claim which the Licensor may have against the Licensee for any loss or damage (including, without limitation, consequential loss or damage) suffered by the Licensor as a result.

8.4 In the event of termination or natural expiration of this Agreement, the Licensee undertakes that immediately upon the effective date of such termination of expiration, the Licensee and any parties acting on the Licensee’s behalf shall:

(a) cease use of the Product; and

(b) within [number e.g. 30] days expunge, or where appropriate return to the Licensor, any and all of the Product that remains howsoever in the possession of the Licensor.

9. Representations and Warranties

9.1 Each Party represents and warrants to the other that it has the right and authority to enter into this Agreement and to perform all of its respective obligations and undertakings and to grant the rights set forth herein. Each Party further represents and warrants to the other that it is duly organised, validly existing and in good standing under the applicable laws, and that the execution, delivery and performance of this Agreement does not and shall not conflict with or violate any constitutional documents of such Party or the terms of any agreement between it and any third party.

9.2 The Licensor warrants that the Product does not violate or infringe any patent, copyright, trade mark, Intellectual Property Rights, rights of privacy, or rights of proprietary, of any third party.

9.3 It is the Licensee’s responsibility to ensure that the Product is suitable for the Licensee’s intended purposes. Licensor provides no warranties as to the function or use of the Product, whether express, implied or statutory, including, without limitation, any implied warranties of merchantability or fitness for particular purpose.